##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-07731
 EMERSON RADIO CORP.
 
  Delaware
    
    22-3285224(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)Nine Entin Road, Parsippany, NJ
    
    07054(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share
    
    NYSE Amex
  o þ
 o þ
 þ o
 o
 o o
  o Large accelerated filer
    

o Accelerated filer
    

o  Non-accelerated filer (Do not check if a smaller reporting
company)
    

þ Smaller reporting company
 o þ




---



##### 



EXPLANATORY NOTE
    
 TABLE OF CONTENTS
 Item
    
    PagePart III 10. Directors, Executive Officers and Corporate Governance
    
    
    311. Executive Compensation
    
    
    612. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    913. Certain Relationships and Related Transactions and Director Independence
    
    
    1114. Principal Accountant Fees and Services
    
    
    15Part IV 15. Exhibits and Financial Statements
    
    
    16Signatures
    
    
    19Exhibit IndexEX-10.27.6EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



PART III
 ITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Year FirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentChristopher Ho
    
    
    59
    
    
    
    2006
    
    
    Christopher Ho has served as the
Companys Chairman since July
2006. Mr. Ho is presently the
Chairman of The Grande Holdings
Ltd. (Grande Holdings), a Hong
Kong based group of companies
engaged in a number of businesses
including the manufacture, sale
and distribution of audio, video
and other consumer electronics
and video products. Grande
Holdings beneficially holds
approximately 57.6% of the
Companys outstanding common
shares. Mr. Ho also currently
serves as Chairman of Lafe
Corporation Limited, a company
listed on the Singapare Exchange,
and a representative director of
Sanusi Electric Co., Ltd., a
company listed on the Tokyo Stock
Exchange. Mr. Ho graduated with a
Bachelor of Commerce degree from
the University of Toronto in
1974. He is a member of the
Canadian Institute of Chartered
Accountants as well as a member
of the Institute of Management
Accountants of Canada. He also is
a certified public accountant
(Hong Kong) and a member of the
Hong Kong Society of Accountants.
He was a partner in international
accounting firms before joining
Grande Holdings and has extensive
experience in corporate finance,
international trade and
manufacturing.Adrian Ma (1)
    
    
    64
    
    
    
    2006
    
    
    Adrian Ma, a director of the
Company since March 30, 2006, has
been the Companys Chief
Executive Officer since March 30,
2006 and also served as its
Chairman from March 30, 2006
through July 26, 2006. In
addition, Mr. Ma is a director of
Grande Holdings. He has more than
30 years experience as an
Executive Chairman, Executive
Director and Managing Director of
various organizations focused
primarily in the consumer
electronics industry. Mr. Ma also
is Director of Lafe Technology
Ltd., Vice Chairman and Managing
Director of Ross Group Inc. and
Deputy Chairman of Sansui
Electric Co. Ltd.Greenfield Pitts
    
    
    59
    
    
    
    2006
    
    
    Greenfield Pitts has served as
the Companys Chief Financial
Officer since February 2007 and a
director since March 2006. Mr.
Pitts has a 30-year background in
international banking and was
associated with Wachovia Bank,
the Companys present lender, for
more than 25 years, with
assignments in London, Atlanta
and Hong Kong. From 1997 to 2006,
he was in Hong Kong managing a
joint venture between Wachovia
and HSBC, later working in
Corporate Finance for Wachovia
Securities.Eduard Will (1)
    
    
    67
    
    
    
    2006
    
    
    Eduard Will has been the
Companys Vice Chairman since
October 2007 and a Director since
July 2006. From July 2006 until
October 2007, Mr. Will served as
the Companys President- North
American Operations. Prior to
becoming President- North
American Operations, Mr. Will was
the Chairman of the Companys
Audit Committee from January 2006
through July 2006. From 2001 to
2002 Mr. Will served as Chief
Executive Officer of Boca
Research, Inc. Mr. Will has more
than 37 years experience as a
merchant banker, senior advisor
and director of various public
and private companies. Presently,
Mr. Will is serving on the Board
of Directors or acting as Senior
Adviser to Grande Holdings,
KoolConnect Technologies Inc.,
Ricco Capital (Holdings) Ltd.
(Hong Kong), South East Group
(Hong Kong) and Integrated Data
Corporation.Duncan Hon
    
    
    48
    
    
    
    2009
    
    
    Duncan Hon has been a director
since February 2009. Mr. Hon
currently serves as Chief
Executive Officer of the Branded
Distribution Division of The
Grande Holdings Limited, a Hong
Kong based group of companies
engaged in a number of businesses
including the manufacture, sale
and distribution of audio, video
and other consumer electronics
and video products (Grande).
Mr. Hon has also served as a
director of Grande and several of
its subsidiaries. From 2004 to
2007, Mr. Hon served as a
director of Smart Keen
International Limited, a Hong
Kong company, providing financial
consulting services.
He is a member of
 3




---



##### Table of Contents



Year FirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or Employmentthe Hong
Kong Institute of Certified
Public Accountants and the
Association of Chartered
Certified Accountants.Mirzan Mahathir (1)
    
    
    50
    
    
    
    2007
    
    
    Mirzan Mahathir has been a
Director since December 2007. Mr.
Mahathir currently manages his
investments in Malaysia and
overseas while facilitating
business collaboration in the
region. Previously, Mr. Mahathir
worked for IBM Corporation and
Salomon Brothers. Since 1992, Mr.
Mahathir has served as the
Executive Chairman and President
of Konsortium Logistik Berhad, a
Malaysian logistic solutions
Provider listed on the Kuala
Lumpar Stock Exchange. He also is
the Chairman and CEO of Crescent
Capital Sdn Bhd, a Malaysian
investment holding and
independent strategic and
financial advisory firm which he
founded and the President of the
Asian Strategy and Leadership
Institute (ASLI), a leading
organizer of business
conferences, secretariat for
business councils and Public
Policy research centre.
Currently, Mr. Mahathir holds
directorships in Worldwide
Holdings Berhad and AHB Holdings
Berhad, companies listed on the
Bursa Malaysia, and Lafe
Technology Ltd., a company listed
on the Singapore Exchange. He is
also a member of the UN/ESCAP
Business Advisory Council, the
American Bureau of Shipping
Southeast Asia Committee and the
Wharton Business School Asian
Executive Board.Kareem E. Sethi
(2)
    
    
    32
    
    
    
    2007
    
    
    Kareem E. Sethi has been a
Director since December 2007. Mr.
Sethi has served as Managing
Director of Streetwise Capital
Partners, Inc. since 2003. From
1999 until 2003, Mr. Sethi was
Manager, Business Recovery
Services for
PricewaterhouseCoopers Inc.Terence A.
Snellings (2)
    
    
    59
    
    
    
    2008
    
    
    Terence A. Snellings has been a
Director since August 2008.
Mr. Snellings has served as
Director of Finance and
Administration of Refugee
Resettlement and Immigration
Services of Atlanta, Inc., a
non-profit agency that provides
an entry into the American
culture for refugees. From 1986
until April 2006, Mr. Snellings
served as Managing Director of
Wachovia Services, Ltd., where he
managed investment banking
origination activities of the
Asia-Pacific Group within
Wachovia Securities Corporate and
Investment Banking Division.
 
 (1)
    
    Member of the Corporate Governance, Nominating and Compensation Committee(2)
    
    Member of the Audit Committee Board of Directors and Committees
    4




---



##### Table of Contents



Codes of Ethics
   www.emersonradio.com
 Executive Officers
  YearName
    
    Age
    
    Position
    
    Became OfficerAdrian Ma
    
    
    64
    
    
    Chief Executive Officer and Director
    
    
    2006Greenfield Pitts
    
    
    59
    
    
    Chief Financial Officer and Director
    
    
    2007John Spielberger
    
    
    45
    
    
    President-North American Operations
    
    
    2007
 Adrian Ma
 Greenfield Pitts
 5




---



##### Table of Contents



John Spielberger
 Section 16(a) Beneficial Ownership Reporting Compliance
   
 ITEM 11  EXECUTIVE COMPENSATION AND OTHER INFORMATION
 Summary Compensation Table
  All OtherName and
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Option
    
    CompensationPrincipal Position
    
    Year
    
    Salary($)
    
    Bonus($)(2)
    
    Awards($)(1)
    
    ($)(3)
    
    Total ($)Adrian Ma (4)
    
    
    2009
    
    
    $
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    350,000President and
Chief Executive Officer
    
    
    2008
    
    
    
    
    
    
    $
    50,000
    
    
    
    
    
    
    
    
    
    
    $
    50,000Greenfield Pitts (5)
    
    
    2009
    
    
    $
    250,000
    
    
    
    
    
    
    $
    9,500
    
    
    $
    23,459
    
    
    $
    282,959Chief Financial Officer
    
    
    2008
    
    
    $
    250,000
    
    
    $
    100,000
    
    
    $
    9,500
    
    
    $
    22,841
    
    
    $
    382,341John Spielberger (6)
    
    
    2009
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    23,461
    
    
    $
    273,461President -North
American Operations
    
    
    2008
    
    
    $
    105,769
    
    
    $
    60,000
    
    
    
    
    
    
    $
    9,437
    
    
    $
    175,206
 
 (1)
    
    Represents the expense to the Company pursuant to FAS 123(R) for the respective year for
stock options granted as long-term incentives pursuant to the Companys 2004 Non-Employee
Outside Director Stock Option Plan or its 2004 Employee Stock Option Plan. All options
received by Mr. Pitts in the table above were received by him as a non-employee director and
prior to his being named as an executive officer. Immediately following the adoption by the
Companys stockholders of an amendment to the Companys 2004 Non-Employee Outside Director
Stock Option Plan (the Non-Employee Director Plan) to increase the number of shares
available for issuance thereunder from 250,000 to 500,000 shares in November 2006, Mr. Pitts
received an option to purchase up to 25,000 shares of the Companys common stock. Mr. Pitts
began to serve as a director at a time when he was not an employee of the Company and no
additional shares were available under the Non-Employee Director Plan. See Notes to the
Companys financial statements for the fiscal years ended March 31, 2009 and 2008 for the
assumptions used for valuing the expense under FAS 123(R).(2)
    
    Represents bonus paid for such fiscal year. 6




---



##### Table of Contents



(3)
    
    Represents the incremental cost to the Company of all personnel benefits, including medical
and dental insurance and the Companys match for its 401(K) plan, to our Named Executive
Officers. Such personnel benefits are available to all employees of the Company in accordance
with the Companys standard employment practices.(4)
    
    Mr. Ma commenced employment as the Companys Chief Executive Officer on March 30, 2006 and
began receiving a salary effective April 2008.(5)
    
    Mr. Pitts commenced employment as the Companys Chief Financial Officer on February 19, 2007.(6)
    
    Mr. Spielberger commenced employment as the Companys President-North American Operations on
October 29, 2007. Employment Agreements.
  Greenfield Pitts.
 John Spielberger.
 7




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year End
  Outstanding Equity Awards at Fiscal Year-End
 Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    UnexercisedOptions (#)
    
    Options (#)
    
    Option Exercise
    
    Option ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    DateAdrian Ma
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Greenfield Pitts
    
    
    16,667
    
    
    
    8,333
    
    
    $
    3.19
    
    
    
    11/21/2016John Spielberger
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    
 Compensation of Directors
      8




---



##### Table of Contents



Directors Compensation
 FeesEarned
    
    
    
    
    
    All Otheror Paid in
    
    
    
    
    
    CompensationName
    
    Cash ($)
    
    Option Awards ($)(1)
    
    ($)
    
    Total ($)Michael A.B. Binney (2)
    
    $
    33,750
    
    
    $
    0
    
    
    $
    0
    
    
    $
    33,750W. Michael Driscoll (3)
    
    $
    17,500
    
    
    $
    0
    
    
    $
    0
    
    
    $
    17,500Christopher Ho (4)
    
    $
    120,625
    
    
    $
    0
    
    
    $
    0
    
    
    $
    120,625Duncan Hon (5)
    
    $
    5,875
    
    
    $
    0
    
    
    $
    0
    
    
    $
    5,875Mirzan Mahathir
    
    $
    52,958
    
    
    $
    0
    
    
    $
    0
    
    
    $
    52,958David R. Peterson (6)
    
    $
    13,125
    
    
    $
    0
    
    
    $
    0
    
    
    $
    13,125Kareem E. Sethi
    
    $
    60,514
    
    
    $
    0
    
    
    $
    0
    
    
    $
    60,514Terence A. Snellings (7)
    
    $
    36,667
    
    
    $
    0
    
    
    $
    0
    
    
    $
    36,667Eduard Will
    
    $
    52,597
    
    
    $
    19,772
    
    
    $
    0
    (8)
    
    $
    72,369Norbert Wirsching (9)
    
    $
    18,333
    
    
    $
    0
    
    
    $
    0
    
    
    $
    18,333
 
 (1)
    
    Represents the expense to the Company pursuant to FAS 123(R) for stock options granted as
long-term incentives pursuant to the Companys 2004 Non-Employee Outside Director Stock Option
Plan. See notes to the Companys financial statements for the fiscal years ended March 31,
2009 and 2008 for the assumptions used for valuing the expense under FAS 123(R). At March 31,
2009, Mr. Will had options to purchase an aggregate of 50,000 shares of the Companys common
stock.(2)
    
    Mr. Binney served as the Companys President-International Operations until he resigned from
this position on May 7, 2008, at which time he began receiving a directors fee as an Outside
Director. Mr. Binney resigned from the Board of Directors of the Company in January 2009.(3)
    
    Mr. Driscoll resigned as a director on July 14, 2008.(4)
    
    On September 5, 2008, the Board of Directors resolved that Mr. Ho would begin receiving a
director fee as an Outside Director effective April 1, 2008 and that Mr. Ho would receive a
retroactive director fee as an Outside Director dating from the time he joined the Board of
Directors of the Company on July 26, 2006. As a result of this resolution, Mr. Ho was paid an
aggregate amount of directors fees in fiscal 2009 of $120,625.(5)
    
    Mr. Hon began to serve as a director on February 12, 2009.(6)
    
    Mr. Peterson resigned as a director on July 15, 2008.(7)
    
    Mr. Snellings began to serve as a director on August 12, 2008.(8)
    
    Previously, the Company had a policy of offering to provide health care insurance to each of
its Outside Directors. Mr. Will is the only current Outside Director who elected to receive
health care insurance through the Company. Subsequent to Fiscal 2009, the Company decided to
reverse this policy with retroactive effect and to recover the monies paid for such health
care insurance from the applicable Outside Directors by offsetting such monies against future
board fees over a two year period. Accordingly and as agreed between the Company and Mr.
Will, the Company will be recovering the $11,102 paid for health insurance premiums for Mr.
Will against future board fees. Furthermore, the Company paid $7,871 for cell phone charges
for Mr. Will during Fiscal 2009 and, as agreed between the Company and Mr. Will, the Company
will be recovering such monies by offsetting against future board fees over a two year period.(9)
    
    Mr. Wirsching resigned as a director on July 28, 2008. 
 ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  9




---



##### Table of Contents



Amount and Nature ofName and Address of Beneficial Owners
    
    Beneficial Ownership (1)
    
    Percent of Class (1)Christopher Ho (2)
    
    
    15,634,482
    
    
    
    57.6
    %Adrian Ma
    
    
    0
    
    
    
    0
    %Greenfield Pitts (3)
    
    
    41,667
    
    
    
    
    *John Spielberger
    
    
    0
    
    
    
    0
    %Duncan Hon
    
    
    0
    
    
    
    0
    %Eduard Will (4)
    
    
    41,667
    
    
    
    
    *Mirzan Mahathir
    
    
    0
    
    
    
    0
    %Kareem E. Sethi
    
    
    0
    
    
    
    0
    %Terence A. Snellings
    
    
    0
    
    
    
    0
    %Lloyd I. Miller, III (5)
    
    
    2,071,870
    
    
    
    7.6
    %All Directors and Executive Officers as a Group (9 persons) (6)
    
    
    15,717,816
    
    
    
    57.9
    %
 
 (*)
    
    Less than one percent.(1)
    
    Based on 27,129,832 shares of common stock outstanding as of July 21, 2009. Each beneficial
owners percentage ownership of common stock is determined by assuming that options that are
held by such person (but not those held by any other person) and that are exercisable or
convertible within 60 days of July 21, 2009 have been exercised. Except as otherwise
indicated, the beneficial ownership table does not include common stock issuable upon exercise
of outstanding options, which are not currently exercisable within 60 days of July 21, 2009.
Except as otherwise indicated and based upon the Companys review of information as filed with
the U.S. Securities and Exchange Commission (SEC), the Company believes that the beneficial
owners of the securities listed have sole investment and voting power with respect to such
shares, subject to community property laws where applicable.(2)
    
    S&T International Distribution Ltd. (S&T) is the record owner of 15,634,482 shares of
common stock (the Shares). As the sole stockholder of S&T, Grande N.A.K.S. Ltd. (N.A.K.S.)
may be deemed to own beneficially the Shares. As the sole stockholder of N.A.K.S., Grande
Holdings may be deemed to own beneficially the Shares. Mr. Ho is one of the beneficiaries under a discretionary trust which indirectly owns approximately 67% of the capital stock of Grande Holdings. Information with respect to the ownership
of these shares was obtained from disclosures contained within a Schedule 13D/A filed on November 5, 2007 and information obtained from Mr. Ho. An updated Schedule 13D/A will be filed to reflect the current information as obtained from Mr. Ho.(3)
    
    Mr. Pitts ownership consists of 25,000 shares of common stock directly owned by him and
options to purchase 16,667 shares of the Companys common stock issued pursuant to Emersons
2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 21,
2009. Mr. Pitts also has options to purchase 8,333 shares of the Companys common stock issued
pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are not exercisable
within 60 days of July 21, 2009.(4)
    
    Mr. Wills ownership consists of options to purchase 41,667 shares of the Companys common
stock pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are exercisable
within 60 days of July 21, 2009. Mr. Will also has options to purchase 8,333 shares of the
Companys common stock issued pursuant to Emersons 2004 Non-Employee Director Stock Option
Plan that are not exercisable within 60 days of July 21, 2009.(5)
    
    Lloyd I. Miller, III has sole voting and dispositive power with respect to 744,597 of the
reported securities as (i) a manager of a limited liability company that is the general
partner of a certain limited partnership and (ii) an individual. Lloyd I. Miller, III has
shared voting and dispositive power with respect to 1,327,273 of the reported securities as an
investment advisor to the trustee of certain family trusts. The address of Lloyd Miller, III
is 4550 Gordon Drive, Naples, Florida 34102. Information with respect to the ownership of
these shares was obtained from a Schedule 13G filed with the SEC on February 12, 2009.(6)
    
    See footnotes (2) through (4). 10




---



##### Table of Contents



Equity Compensation Plan Information
  Number of securities to be
    
    Weighted average exercise
    
    Number of securitiesissued upon exercise of
    
    price of outstanding
    
    remaining available foroutstanding options,
    
    options, warrants and
    
    future issuance underwarrants and rights
    
    rights
    
    equity compensation plans(a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders
    
    
    134,000
    
    
    $
    2.99
    
    
    
    2,878,334Equity compensation plans not approved by security holders
    
    
    100,000
    
    
    
    4.00
    
    
    
    Total
    
    
    234,000
    
    
    $
    3.42
    
    
    
    2,878,334
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  Majority Shareholder
 Grandes Ownership Interest in Emerson.
 Related Party Transactions
 Product Sourcing Transactions.
 Sales of goods.
 Leases and Other Real Estate Transactions.
 11




---



##### Table of Contents



Toy Musical Instruments.
     Freight Forwarding Services.
 12




---



##### Table of Contents



Hong Kong Electronics Fairs (HKEF).
   Other.
       13




---



##### Table of Contents



Review and Approval of Transactions with Related Parties
   Director Independence
     14




---



##### Table of Contents



ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Ø
    
    Audit Fees.Audit fees billed to the Company by MSPC for the audit of the financial
statements included in the Companys Annual Reports on Form 10-K, and reviews by MSPC of the
financial statements included in the Companys Quarterly Reports on Form 10-Q, for the fiscal
years ended March 31, 2008 and 2009 totaled approximately $247,400 and $270,000,
respectively.
 Ø
    
    Audit-Related Fees. The Company was billed $117,200 and $125,000 by MSPC for the fiscal
years ended March 31, 2008 and 2009, respectively, for assurance and related services that
are reasonably related to the performance of the audit or review of the Companys financial
statements and are not reported under the caption Audit Feesabove. Audit-related fees were
principally related to procedures in connection with the audit of the Companys majority
shareholders consolidated financial statement for its fiscal years ended December 31, 2007
and December 31, 2008, portions of which were credited to our audit fees for the audit of our
financial statements for our fiscal years ended March 31, 2008 and March 31, 2009.
 Ø
    
    Tax Fees.MSPC billed the Company an aggregate of $98,600 and $70,000 for the fiscal years
ended March 31, 2008 and 2009, respectively, for tax services, principally related to the
preparation of income tax returns and related consultation.
 Ø
    
    All Other Fees.The Company was not billed by MSPC for the fiscal years ended March 31,
2008 and 2009, respectively, for any permitted non-audit services.
  15




---



##### Table of Contents



PART IV.
 ITEM 15  Exhibits, Financial Statement Schedules
 Exhibits
 Exhibit Number3.1
    
    Certificate of Incorporation of Emerson (incorporated by reference to Exhibit (3)
(a) of Emersons Registration Statement on Form S-1, Registration No. 33-53621, declared
effective by the SEC on August 9, 1994).3.4
    
    Certificate of Designation for Series A Preferred Stock (incorporated by reference
to Exhibit (3) (b) of Emersons Registration Statement on Form S-1, Registration No.
33-53621, declared effective by the SEC on August 9, 1994).3.5
    
    Amendment dated February 14, 1996 to the Certificate of Incorporation of Emerson
(incorporated by reference to Exhibit (3) (a) of Emersons Quarterly Report on Form 10-Q
for the quarter ended December 31, 1995).3.6
    
    By-Laws of Emerson (incorporated by reference to Exhibit 3.1 of Emersons Quarterly
Report on Form 10-Q for the quarter ended December 31, 2007).10.12
    
    License Agreement effective as of January 1, 2001 by and between Funai Corporation
and Emerson (incorporated by reference to Exhibit (10) (z) of Emersons Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000).10.12.1
    
    First Amendment to License Agreement dated February 19, 2002 by and between Funai
Corporation and Emerson (incorporated by reference to Exhibit (10.12.1) of Emersons
Annual Report on Form 10-K for the year ended March 31, 2002).10.12.2
    
    Second Amendment to License Agreement effective August 1, 2002 by and between Funai
Corporation and Emerson (incorporated by reference to Exhibit (10.12.2) of Emersons
Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).10.12.3
    
    Third Amendment to License Agreement effective February 18, 2004 by and between Funai
Corporation and Emerson (incorporated by reference to Exhibit 10.12.3 of Emersons Annual
Report on Form 10-K for the year ending March 31, 2004)10.12.4
    
    Fourth Amendment to License Agreement effective December 3, 2004 by and between Funai
Corporation, Inc. and Emerson (incorporated by reference to Exhibit (10.12.4) of
Emersons Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).10.12.5
    
    Fifth Amendment to License Agreement effective May 18, 2005 by and between Funai
Corporation, Inc. and Emerson (incorporated by reference to Exhibit (10.12.5) of
Emersons Annual Report on Form 10-K for the year ending March 31, 2005)10.12.7
    
    Seventh Amendment to License Agreement effective December 22, 2005 by and between
Funai Corporation, Inc. and Emerson (incorporated by reference to Exhibit 10.1 of
Emersons Current Report on Form 8-K filed on December 28, 2005)10.13
    
    Second Lease Modification dated as of May 15, 1998 between Hartz Mountain,
Parsippany and Emerson (incorporated by reference to Exhibit (10) (v) of Emersons Annual
Report on Form 10-K for the year ended April 3, 1998).
 16




---



##### Table of Contents



Exhibit Number10.13.1
    
    Third Lease Modification made the 26 day of October, 1998 between Hartz Mountain
Parsippany and Emerson (incorporated by reference to Exhibit (10) (b) of Emersons
Quarterly Report on Form 10-Q for the quarter ended October 2, 1998).10.13.2
    
    Fourth Lease Modification made the 12th day of February, 2003 between Hartz Mountain
Parsippany and Emerson (incorporated by reference to Exhibit (10.13.2) of Emersons
Annual Report on Form 10-K for the year ended March 31, 2003).10.13.4
    
    Fifth Lease Modification Agreement made the 2nd day of December, 2004 between Hartz
Mountain Industries, Inc. and Emerson (incorporated by reference to Exhibit (10.13.3) of
Emersons Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).10.13.3
    
    Lease Agreement dated as of October 8, 2004 between Sealy TA Texas, L.P., a Georgia
limited partnership, and Emerson Radio Corp. (incorporated by reference to Exhibit
(10.13.3) of Emersons Quarterly Report on Form 10-Q for the quarter ended September 30,
2004).10.13.5
    
    Lease Agreement (Single Tenant) between Ontario
Warehouse I, Inc., a Florida corporation, as Landlord, and Emerson Radio Corp., a
Delaware corporation, as Tenant, effective as of December 6, 2005 (incorporated by
reference to Exhibit 10.1 to Emersons Current Report on Form 8-K filed on January 4,
2006).10.13.6
    
    Letter agreement, dated November 28, 2005, between Emerson Radio Corp. and The
Grande Group (Hong Kong) Limited regarding lease of office space. (Incorporated by
reference to Exhibit 10.13.6 to Emersons Annual Report on Form 10-K for the year ended
March 31, 2006.)10.13.7
    
    Letter agreement, dated November 28, 2005, between Emerson Radio Corp. and The
Grande Group (Hong Kong) Limited regarding management services for office space.
(Incorporated by reference to Exhibit 10.13.7 to Emersons Annual Report on Form 10-K for
the year ended March 31, 2006.)10.18.1
    
    Emerson Radio Corp. 2004 Employee Stock Incentive Plan (incorporated by reference to
Exhibit 1 of Emersons 2004 Proxy Statement).10.18.2
    
    Emerson Radio Corp. 2004 Non-Employee Outside Director Stock Option Plan (incorporated
by reference to Exhibit 2 of Emersons 2004 Proxy Statement).10.25
    
    Employment Agreement, dated as of April 3, 2007, by and between Emerson Radio
Corp. and Greenfield Pitts (incorporated by reference to Exhibit 10.1 to Emersons
Current Report on Form 8-K filed with the SEC on April 6, 2007).10.26
    
    Employment Agreement, dated as of October 15, 2007, by and between Emerson Radio
Corp. and John Spielberger (incorporated by reference to Exhibit 10.26 to the Companys
Annual Report on Form 10-K filed with the SEC on July 11, 2008).10.27.5
    
    Loan and Security Agreement dated as of December 23, 2005, among Emerson Radio Corp.,
Emerson Radio Macao Commercial Offshore Limited, Majexco Imports, Inc., Emerson Radio
(Hong Kong) Ltd., and Emerson Radio International Ltd. (as Borrowers) and Wachovia Bank,
National Association (incorporated by reference to Exhibit 10.2 of Emersons Form 8-K
dated December 28, 2005).10.27.6
    
    Seventh Amendment to the Loan and Security Agreement dated as of December 23, 2005,
among Emerson Radio Corp., Emerson Radio Macao Commercial Offshore Limited, Majexco
Imports, Inc., Emerson Radio (Hong Kong) Ltd., and Emerson Radio International Ltd. (as
Borrowers) and Wachovia Bank, National Association*10.28.1
    
    Form of Common Stock Warrant Agreement entered into on October 7, 2003 by and between
Emerson Radio Corp. and Ladenburg Thalmann & Co., Inc. (incorporated by reference to
Exhibit 10.28.1 of Emersons Quarterly Report on Form 10-Q for the quarter ended December
31, 2003).
 17




---



##### Table of Contents



Exhibit Number10.28.2
    
    Common Stock Purchase Warrant Agreement entered into on August 1, 2004 by and between
Emerson Radio Corp. and EPOCH Financial Services, Inc. (incorporated by reference to
Exhibit 10.28.2 of Emersons Quarterly Report on Form 10-Q for the quarter ended September
30, 2004).10.28.3
    
    Stock Purchase Agreement among Emerson Radio Corp., Collegiate Pacific Inc.
and Emerson Radio (Hong Kong) Limited, dated July 1, 2005 (incorporated by reference
to Exhibit 2.1 to Emersons Current Report on Form 8-K filed on July 8, 2005).14.1
    
    Code of Ethics for Senior Financial Officers (incorporated by reference to
Exhibit 14.1 of Emersons Annual Report on Form 10-K for the year ended March 31,
2004).21.1
    
    Subsidiaries of the Company as of March 31, 2009. (incorporated by reference to Exhibit 21.1 of Emersons Annual Report on Form 10-K for the year ended March 31, 2009).31.1
    
    Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32
    
    Certification of the Companys Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 18




---



##### Table of Contents



SIGNATURES
  EMERSON RADIO CORP.
 By:
    /s/ Adrian MaAdrian MaChief Executive Officer   /s/ Christopher Ho
    
    Chairman of the Board of the
    
    July 29, 2009Christopher Ho
    
    Directors/s/ Eduard Will
    
    Vice Chairman of the Board of the
    
    July 29, 2009Eduard Will
    
    Directors/s/ Adrian Ma
    
    Chief Executive Officer
    
    July 29, 2009Adrian Ma
    
    (Principal
Executive Officer) and Director/s/ Greenfield Pitts
    
    Chief Financial Officer
    
    July 29, 2009Greenfield Pitts
    
    (Principal
Financial and Accounting Officer), and Director/s/ Duncan Hon
    
    Director
    
    July 29, 2009Duncan Hon/s/ Mirzan Mahathir
    
    Director
    
    July 29, 2009Mirzan Mahathir/s/ Kareem E. Sethi
    
    Director
    
    July 29, 2009Kareem E. Sethi/s/ Terence A. Snellings
    
    Director
    
    July 29, 2009Terence A. Snellings
 19